Attached files
| file | filename |
|---|---|
| EX-4.1 - FORM OF ULURU WARRANT - ULURU Inc. | ex_4-1.htm |
| EX-1.1 - ENGAGEMENT LETTER, DATED NOVEMBER 9, 2009 - ULURU Inc. | ex_1-1.htm |
| EX-99.1 - PRESS RELEASE DATED NOVEMBER 12, 2009 - ULURU Inc. | ex_99-1.htm |
| EX-10.1 - SECURITIES PURCHASE AGREEMENT, DATED NOVEMBER 11, 2009 - ULURU Inc. | ex_10-1.htm |
| 8-K - FORM 8K NOVEMBER 12, 2009 - ULURU Inc. | form8k_111209.htm |
EXHIBIT
5.1
November
12, 2009
ULURU
Inc.
4452
Beltway Drive
Addison,
Texas 75001
|
|
Re:
|
Registration
Statement on Form S-3, File No.
333-160568
|
Gentlemen:
We have
acted as special counsel to ULURU, Inc., a Nevada corporation (the “Company”) in
connection with a Registration Statement on Form S-3, File No. 333-160568 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), the related Prospectus included therein (the “Prospectus”) and the
Prospectus Supplement dated on or about November 11, 2009 (the “Prospectus
Supplement) to be filed with the Commission, related to the registration of an
aggregate of (i) up to 10,714,467 shares of common
stock, $.001 par value (the “Shares”), (ii) warrants (the “Warrants”) to
purchase an aggregate of up to 5,357,233 shares of common
stock, $.001 par value, in the form filed as Exhibit 4.1 to the Current Report
on Form 8-K (the “Form 8-K”) filed by the Company with the Commission on
November 12, 2009, and (iii) up to 5,357,233 shares of common
stock, $.001 par value, issuable upon the exercise of the Warrants (such shares,
the “Warrant Shares). The Shares and Warrants being registered are
being offered and sold pursuant to a securities purchase agreement (the
“Purchase Agreement”) among the Company and certain investors, which the Company
has filed as Exhibit 10.1 to the Form 8-K.
We have
examined the originals or certified, conformed or reproduction copies of all
such records, documents and instruments as we have deemed necessary as the basis
for the opinion expressed herein. As to various questions of fact
relevant to the opinion hereafter expressed, we have relied upon certificates of
public officials and statements or certificates of officers or representatives
of the Company and others. In our examinations, we have assumed:
(a) the correctness of information contained in all records, documents and
certificates examined by us, the legal capacity of all natural persons executing
documents, the genuineness of all signatures, the authenticity of all documents
and certificates submitted to us as originals, the authority of all individuals
entering and maintaining records, the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as certified, conformed or reproduction copies and the authenticity of all
originals underlying such copies; (b) except with respect to the Company,
the due completion, authorization, execution and delivery of all documents and
instruments examined by us and the consideration recited therein; (c) that
each investor party to the Purchase Agreement has the power and authority to
execute and deliver the Purchase Agreement and to perform its obligations
thereunder, and all such actions have been duly and validly authorized by all
necessary proceedings by such investor; (d) except with respect to the
Company, that when duly authorized, executed and delivered, the Purchase
Agreement will constitute a legal, valid and binding obligation of the investors
party thereto, enforceable against such investors in accordance with its terms;
and (e) that the laws of any jurisdiction other than the State of Nevada
which may govern the Purchase Agreement and/or the Warrants are not inconsistent
with the laws of the State of Nevada in any manner material to the opinions
expressed in this opinion letter.
Based
upon and subject to the foregoing, we are of the opinion that (i) the
Shares have been duly authorized and, when issued in accordance with the
Registration Statement, Prospectus, Prospectus Supplement and Purchase Agreement
and delivered against payment of the consideration identified in the Purchase
Agreement, will be validly issued, fully paid and nonassessable, (ii) the
Warrants have been duly authorized and, when issued in accordance with the
Registration Statement, Prospectus, Prospectus Supplement and Purchase Agreement
and delivered against payment of the consideration identified in the Purchase
Agreement, will constitute valid and binding obligations of the Company, and
(iii) the Warrant Shares have been duly authorized, and when issued in
accordance with the Warrants against payment of the consideration identified in
the Warrants, will be validly issued, fully paid and nonassessable.
The
opinions expressed herein are limited solely to the federal laws of the United
States of America and the laws of the State of Nevada, in each case as currently
in effect, and we express no opinion as to the effect of the laws of any other
jurisdiction on the opinion expressed herein. Our opinions are
limited to those expressly set forth herein, and we express no opinions by
implication.
We hereby
consent to the reference to our firm under "Legal Matters" in the Prospectus
Supplement and the filing of this opinion as an exhibit to the Form
8-K. In giving such consent, we do not hereby admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act or the General Rules and Regulation.
Very
truly yours,
PARR
BROWN GEE & LOVELESS, PC